2021 NOTICE OF ANNUAL MEETING OF SHAREHOLDERS AND PROXY STATEMENT Letter to the Shareholders JANUARY 19, 2021 Dear Fellow Shareholder, Over the past year, The Walt Disney Company has navigated the most difficult environment we have experienced in our history. With challenges presented to us all amidst an unprecedented global health pandemic and social unrest throughout the U.S., we fully recognize all of the Company’s employees, communities and shareholders have each been impacted. We are extremely proud of the work of the entire Disney family to successfully navigate these challenges and emerge stronger as a Company, while keeping each other’s well-being as our primary focus. From the earliest stages of the COVID-19 pandemic, the Company took steps to address the health and safety of our employees, cast members and communities. To that end, the Company provided essential healthcare and family services and resources, implemented health and safety protocols in our work areas and parks and increased support provided to our local communities. The Board continues to work in close coordination with the management team in its response to the pandemic. Succession planning has been a key focus of the Board for many years. Earlier this year, we announced the appointment of Bob Chapek as Chief Executive Officer, the seventh CEO in Disney’s history. Bob Chapek has had a distinguished career at the Company for nearly three decades, having held leadership roles in many of our businesses across Parks, Consumer Products and Studio Entertainment. We are confident that Bob will be a worthy steward of the Disney legacy and will guide our portfolio of businesses to future success. Indeed, this past October, less than a year after taking on the role of CEO, Bob proposed, and the Board supported, an important strategic reorganization of the Company’s media and entertainment businesses to accelerate the Company’s direct-to-consumer strategy and build on its powerful content creation platforms. Another area of Board focus is oversight of the Company’s corporate social responsibility and the Company’s efforts to promote a long-term sustainable business, including maintaining a workplace in which all employees and cast members feel welcomed and supported. There is much work underway at the Company to enhance its sustainability practices, workforce equity disclosure and diversity and inclusion initiatives and reporting. Our key focus areas and actions the Company has taken to address these important topics this year are further described in these proxy materials, and we look forward to sharing updates on these topics with you in the coming months. We strive to connect with all of our stakeholders and believe a constructive dialogue with our shareholders in particular is an invaluable resource, now more than ever. We look forward to continuing our conversations with you and incorporating your feedback and insight across the Company. Sincerely, SUSAN E. ARNOLD Lead Director Letter to the Shareholders JANUARY 19, 2021 Dear Fellow Shareholders, It has been a true honor to assume the role of Chief Executive Officer after 27 years with The Walt Disney Company. While my time as CEO has begun with a challenging backdrop for us all, I believe it has brought out the very best in our Company and its people. I have never been more proud of the work by our Board, the management team, business leads and our broader workforce. In the midst of a global pandemic, we took steps to protect the Company’s long-term interests, continued to deliver entertainment and news when people need it the most and made decisions important to our Company’s future success. In October, we announced the reorganization of the media and entertainment businesses to best position us to accelerate our direct-to-consumer (“DTC”) strategy by better aligning our exceptional content creating engines with world-class distribution platforms. And after a careful consideration of our capital requirements and priorities, our Board decided to forgo our semi-annual cash dividends in 2020 to preserve cash in light of the COVID-19 pandemic and to support DTC investments. We are gratified by how the steadfast focus on our DTC strategy has resulted in tremendous early success and are excited by the exceptional content that our studios are creating for television, DTC and theatrical release. The events of 2020 have also shed an important light on the issue of social justice. Our Board and senior management team are committed to advancing diversity and inclusion, both in our workforce and in our creation of content. To that end, we have established six strategic pillars to guide our actions, which were developed through direct conversations with our employees and cast members: Transparency, Representation, Accountability, Community, Content and Culture. We look forward to updating you on our progress in each of these areas and continuing to find ways to support an equitable and inclusive workplace. On behalf of the senior management team at Disney, we want to thank you for your continued support and commitment to the Company. We are excited about the many opportunities ahead for our businesses and people, and look forward to creating even more magical experiences for our guests and consumers around the world. Sincerely, ROBERT A. CHAPEK Chief Executive Officer Notice of 2021 Annual Meeting The 2021 annual meeting of shareholders of The Walt Disney Company Your Vote is will be held: Important TUESDAY, MARCH 9, 2021 10:00 A.M. PACIFIC TIME Please vote as promptly as virtually at www.virtualshareholdermeeting.com/DIS2021 possible by using any of the following methods: FOR MORE BOARD PROPOSAL INFORMATION RECOMMENDATION Proposal 1: Election of the ten nominees named in the proxy Pages 64-69 For Each Nominee INTERNET statement as Directors, each for a term of one year. Visit www.ProxyVote.com/ Proposal 2: Ratification of the appointment of Disney. You will need the PricewaterhouseCoopers LLP as the Company’s independent Page 70 For 16-digit number included in registered public accountants for fiscal 2021. your proxy card, voter instruction form or notice. Proposal 3: Consideration of an advisory vote to approve Page 70 For executive compensation. Proposal 4: Shareholder proposal requesting an annual Pages 71-72 Against report disclosing information regarding lobbying policies SCAN and activities. You can scan this QR code Proposal 5: Shareholder proposal requesting inclusion of to vote with your mobile non-management employees on director nominee candidate Pages 73-74 Against phone. You will need the lists. 16-digit number included in your proxy card, voter Shareholders of record of Disney common stock (NYSE: DIS) at the close of business on January 11, instruction form or notice. 2021, are entitled to vote at the meeting and any postponements or adjournments of the meeting. A list of these shareholders is available at the offices of the Company in Burbank, California. January 19, 2021 Burbank, California PHONE Call 1-800-690-6903 or the number on your voter ALAN N. BRAVERMAN instruction form. You will Senior Executive Vice President, need the 16-digit number General Counsel and Secretary included in your proxy card, voter instruction form or Important Notice Regarding the Availability of Proxy Materials notice. for the Shareholder Meeting to be Held on March 9, 2021 The proxy statement and annual report to shareholders and the means to vote by internet are available at www.ProxyVote.com/Disney. MAIL Send your completed and Attendance at the Meeting signed proxy card or voter To attend the meeting, you must be a shareholder on the record date. You will be able to attend instruction form to the the annual meeting as well as vote during the meeting by visiting address on your proxy card www.virtualshareholdermeeting.com/DIS2021 and entering the 16-digit number included in your or voter instruction form. proxy card. Participation in the meeting is limited due to the capacity of the host platform and access to the meeting will be accepted on a first come, first served basis. If you cannot attend the meeting, it will be webcast and available on our Investor Relations website. Electronic entry to the meeting AT THE ELECTRONIC will begin at 9:00 a.m. PT and the meeting will begin promptly at 10:00 a.m. PT. If you encounter MEETING difficulties accessing the virtual meeting, please call the technical support number that will be See below regarding posted at www.virtualshareholdermeeting.com/DIS2021. Attendance at the Meeting. Table of Contents PROXY SUMMARY 1 AUDIT-RELATED MATTERS 62 Proxy Voting Roadmap 1 Audit Committee Report 62 Fiscal 2020 Overview 2 Policy for Approval of Audit and Permitted Non-audit Services 63 Board of Directors 5 Auditor Fees and Services 63 Fiscal 2020 Shareholder Engagement and Responsiveness 6 ITEMS TO BE VOTED ON 64 Fiscal 2020 Named Executive Officer (“NEO”) Compensation 6 Election of Directors 64 Compensation Structure and Philosophy 7 Ratification of Appointment of Independent Registered Public Accountants 70 Shareholder Proposals 7 Advisory Vote on Executive Compensation 70 Commitment to Diversity & Inclusion 8 Shareholder Proposals 71 Commitment to Sustainability 9 Other Matters 75 CORPORATE GOVERNANCE AND BOARD MATTERS 10 INFORMATION ABOUT VOTING AND THE MEETING 76 The Board of Directors 10 Shares Outstanding 76 Board Leadership 10 Attendance at the Meeting 76 Committees 11 Voting 76 The Board’s Role in Risk Oversight 12 Management Succession Planning 13 OTHER INFORMATION 78 Director